Subsidiary registration in Poland
- Company incorporation in Poland
- Limited Liability Company
- Joint-Stock Company
- Registered Partnership
- Limited Partnership
- Business Partnership
- Representation office in Poland
- Branch in Poland
- Subsidiary / SPV in Poland
- Shelf Company
Subsidiary / SPV in Poland – formation or acquisition ?
There are several modes of your subsidiary establishment in Poland:
- you may instruct our Law Firm to register for you a brand new company,
- you may purchase a ready made – shelf company; or
- you may order with us a super fast fiduciary incorporation of tailor-made company.
What would be our attorneys recommendation for you ?
That is hard to say – as each project has its own features and requirements. Answer for this question shall be preceded by consultation with one of our Polish Attorneys.
However, we can openly say that approx. 80 % of our customers select super fast fiduciary incorporation, for the following reasons:
- you get a brand new tailor made company, with no history and risks associated,
- the subsidiary is ready and operational in 1-5 business days,
- incorporation bureaucracy is slight lower in comparison to regular registration and
- there is no need to visit Poland as the process can be done remotely.
Legal form of subsidiary / SPV
- If you plan to raise capital from markets or you plan yo have lost of shareholders – choose JSC;
- otherwise choose – LLC – which is the most popular investment vehicle in Poland – approx. 94 % of business ventures are started in this legal form.
SPV / subsidiary formula
Experienced incorporation attorneys always say that there is no universal SPV formula in Poland, the SPV has to be bespoken, adjusted to the needs and requirements of particular project. Requirements of law as well as policies of the institutions involved in the investment project may influence form of the SPV, its legal structure, qualifications of directors and shareholders, accounting and reporting rules, amount of share capital, method of financing and many others other. As a result the process of consultation with attorneys, and planning is much more than SPV registration itself.
Subsidiary / SPV in Poland – what to take into account ?
Taxation is one of the factors that shall influence your decisions. As a result we always recommend to consult our corporate attorneys and tax attorneys prior to making decision on opening subsidiary in Poland. There are number of factors that may influence your decision, e.g.:
- if you plan to finance your subsidiary with loans granted by other companies of your capital group – make lender shareholder of your Polish subsidiary. Why ? The reason is simple – loans granted to Polish companies are subject to transaction tax – with exception of loans granted by the mother company to its subsidiary,
- if you plan to release dividends – consider various shareholding options – as dividend tax (withholding tax) rates may vary depending on origin of shareholder and whether the parent is an individual or corporation,
- if you plan to establish more the one subsidiary in Poland – make sure that intra-subsidiary transactions will not trigger negative tax consequences.
Documents required for subsidiary / SPV establishment
Incorporation of subsidiary is always associated with necessity of gathering documents related to the founding / parent companies. Most usually the following documents will be required:
- Excerpt from local company register of each parent company,
- the excerpt shall confirm company good standing and list to authorized signatories,
- the excerpt shall be legalized or Apostilled, unless Poland is special treaty with the country of documents origin,
- Notarized power of attorney (PoA) signed by the authorized signatory of each parent company,
- the PoA shall be legalized or apostilled, unless Poland is special treaty with the country of documents origin,
Subsidiary / SPV registration restrictions
There is one important restriction as to subsidiary formation in Polish Corporate Law.
Single shareholder LLC originating from Poland or any other jurisdiction cannot incorporate another single shareholder LLC in Poland. The rules is to prevent creation of artificial chains of LLCs behind which there is only one controlling shareholder. It is irrelevant whether the single shareholder is a private individual or corporation.
At the same time, it is important to underline that the law does not prohibit the secondary (ex-post) acquisition of all the shares in LLC by single shareholder LLC. Making the restriction relevant only to incorporation stage.